Unassociated Document
As
filed with the U.S. Securities and Exchange Commission on March 8, 2005
Registration
No. 333-115424
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
GURUNET
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware |
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98-0202855 |
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(State
of Incorporation) |
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(I.R.S.
Employer Identification No.) |
Building
98
Jerusalem
Technology Park
Jerusalem
91481 Israel
(Address
of principal executive offices, including zip code)
GuruNet
Corporation 1999 Stock Option Plan
Atomica
Corporation 2000 Stock Plan
Atomica
Corporation 2003 Stock Plan
GuruNet
Corporation 2004 Stock Plan
Stock
Option Agreement with Dr. Yossi Vardi, dated as of July 22,
1999
(Full
Title of Plan)
Steven
Steinberg
Chief
Financial Officer
Building
98
Jerusalem
Technology Park
Jerusalem
91481 Israel
(Name
and address of agent for service)
Telephone
number of agent
for
service: +972-2-649-5123
CALCULATION
OF REGISTRATION FEE
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Title
of Securities to
be Registere |
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Amount
To
be
Registered
(1) |
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Proposed
Maximum
Offering
Price
Per
Share (2) |
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Proposed
Maximum
Aggregate
Offering
Price (2) |
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Amount
of
Registration
Fees |
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GuruNet
common stock, $0.001 par value |
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1,554,143
shares |
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(1) |
Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended,
this registration statement also covers such indeterminate additional
shares of common stock to be offered or issued to prevent dilution as a
result of future stock splits, stock dividends or other similar
transactions. |
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(2) |
Pursuant
to Rule 457(h) under the Securities Act, the proposed maximum offering
price per share was calculated for an aggregate of 59,673 shares of common
stock issuable upon exercise of outstanding options granted under the
GuruNet Corporation 1999 Stock Option Plan, 91,715 shares of common stock
issuable upon exercise of outstanding options authorized and granted under
the Atomica Corporation 2000 Stock Plan, 503,277 shares of common stock
issuable upon exercise of outstanding options granted under the Atomica
Corporation 2003 Stock Plan, 866,000 shares of common stock issuable upon
exercise of outstanding options granted under the GuruNet Corporation 2004
Stock Plan, and 33,478 shares of common stock underlying non-plan options
pursuant to that certain Stock Option Agreement between the Company and
Dr. Yossi Vardi dated as of July 22, 1999, based on the weighted average
exercise prices of all such options of $8.52. For options available to be
granted but not yet granted under the GuruNet Corporation 2004 Stock Plan,
the per share exercise price was determined pursuant to Rule 457(c) under
the Securities Act, and is based on the average of the high and low prices
of our Common Stock as reported on the American Stock Exchange on March 4,
2005. |
Explanatory
Note
The
Registrant has prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
“Securities Act”), to register (i) 1,520,665 shares of common stock, par value
$0.001 per share (“Common Stock”) of GuruNet Corporation that are issuable upon
the exercise of options previously granted under the Registrant’s GuruNet
Corporation 1999 Stock Option Plan, Atomica Corporation 2000 Stock Plan, Atomica
Corporation 2003 Stock Plan and GuruNet Corporation 2004 Stock Plan
(collectively, the “Plans”) and (ii) 33,478 shares of Common Stock issuable upon
exercise of options granted outside of the Plans pursuant to that certain Option
Agreement between the Company and Dr. Yossi Vardi dated as of July 22,
1999.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the Plans as specified by Rule 428(b)(1) under
the Securities Act of 1933. Such documents are not being filed with the
Securities and Exchange Commission, but constitute, along with the documents
incorporated by reference into this Registration Statement, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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ITEM 2. |
REGISTRANT
INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION |
The
Company will furnish without charge and upon written or oral request, to each
person to whom the prospectus is delivered, a copy of any and all of the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).
Requests should be directed to GuruNet Corporation, Jerusalem Technology Park
(Building 98), 91481 Jerusalem, Israel, attention: Steven Steinberg; telephone
number 972-2-649-5123.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. |
INCORPORATION
OF DOCUMENTS BY REFERENCE |
The
Securities and Exchange Commission (SEC) allows us to “incorporate by reference”
in this registration statement the information in the documents that we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this registration statement, and information in
documents that we file later with the SEC will automatically update and
supersede information contained in documents filed earlier with the SEC or
contained in this registration statement. We incorporate by reference in this
registration statement the documents listed below and any future filings that we
may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) until all of the
securities that may be offered by this registration statement are sold, except
that we are not incorporating by reference any information that is not deemed to
be filed under those sections.
We hereby
incorporate by reference the following documents filed with the SEC pursuant to
the Exchange Act (File No. 001-07882):
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Our
Quarterly Report on Form 10-QSB for the period ending on September 30,
2004, filed with the SEC on November 29, 2004;
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The
description of our common stock, par value $.001 per share, contained in
our registration statement on Form 8-A12B, filed with the SEC on July 27,
2004, including any subsequently filed amendments and reports updating
such description; |
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Our
prospectus filed on October 15, 2004 pursuant
to Rule 424(b)(3);
and |
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All
documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold. |
Information
that we file later with the SEC will automatically update and supersede this
information.
We will
furnish without charge to you, upon written or oral request, a copy of any or
all of the documents described above, except for exhibits to those documents,
unless the exhibits are specifically incorporated by reference into those
documents. Requests for copies should be addressed to:
GuruNet
Corporation.
Attention:
Investor Relations
Building
98
Jerusalem
Technology Park
Jerusalem
91481 Israel
Telephone:
+972-2-649-5195
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ITEM 4. |
DESCRIPTION
OF SECURITIES |
The
description of our common stock, par value $.001 per share, contained in our
registration statement on Form 8-A12B, filed with the SEC on July 27, 2004,
including any subsequently filed amendments and reports updating such
description, is hereby incorporated by reference.
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ITEM 5. |
INTERESTS
OF NAMED EXPERTS AND COUNSEL |
As of the
date of this prospectus, a shareholder of Greenberg Traurig, LLP, the
registrant’s outside counsel, holds 6,667 shares of our Common Stock and
warrants to purchase 6,066 shares of our Common Stock.
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ITEM 6. |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS |
We are a
Delaware corporation. Subsection (b)(7) of Section 102 of the Delaware General
Corporation Law (the “DGCL”) enables a corporation in its original certificate
of incorporation or an amendment thereto to eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of the director’s fiduciary duty except (i) for any breach of
the director’s duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which the director
derived an improper personal benefit.
Subsection
(a) of Section 145 of the DGCL empowers a corporation to indemnify any present
or former director, officer, employee or agent of the corporation, or any
individual serving at the corporation’s request as a director, officer, employee
or agent of another organization, who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding
provided that such director, officer, employee or agent acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, provided further that such director, officer, employee or agent had
no reasonable cause to believe his or her conduct was unlawful.
Subsection
(b) of Section 145 empowers a corporation to indemnify any present or former
director, officer, employee or agent who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth above, against
expenses (including attorneys’ fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit
provided that such director, officer, employee or agent acted in good faith and
in a manner reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification may be made in respect to any
claim, issue or matter as to which such director, officer, employee or agent
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such director,
officer, employee or agent is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem proper.
Section
145 further provides that to the extent a director, officer, employee or agent
has been successful in the defense of any action, suit or proceeding referred to
in subsections (a) and (b) or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him or her in connection therewith and
that indemnification and advancement of expenses provided for, by or granted
pursuant to Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled and empowers the corporation to
purchase and maintain insurance on behalf of a present or former director,
officer, employee or agent of the corporation or any individual serving at the
corporation’s request as a director, officer or employee of another
organization, against any liability asserted against him or her or incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liabilities under Section 145.
Article
11 of our certificate of incorporation, as amended, provides for the elimination
of liability of our directors to the extent permitted by the DGCL. Article VI of
our By-Laws, as amended, provides for indemnification of our directors or
officers or those individuals serving at our request as a director or officer of
another organization, to the extent permitted by Delaware law.
We have
in effect a directors and officers liability insurance policy indemnifying our
directors and officers and the directors and officers of our subsidiaries within
a specific limit for certain liabilities incurred by them, including liabilities
under the Securities Act. We pay the entire premium of this policy.
We have
entered into separate indemnification agreements with each of our directors and
officers. These agreements require us, among other things, to indemnify such
director or officer against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
individual in connection with any action, suit or proceeding arising out of such
individual’s status or service as one of our directors or officers, provided
that such individual acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests and, in the case of a
criminal proceeding, had no reasonable cause to believe that his or her conduct
was unlawful, and to advance expenses incurred by such individual in connection
with any proceeding against such individual with respect to which such
individual may be entitled to indemnification by us.
We
believe that our certificate of incorporation and bylaw provisions, our
directors and officers liability insurance policy and our indemnification
agreements are necessary to attract and retain qualified persons to serve as our
directors and officers.
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ITEM 7. |
EXEMPTION
FROM REGISTRATION CLAIMED |
Not
applicable.
See
Index to Exhibits.
The
Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(b) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(c) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided,
however, that paragraphs (1)(a) and (1)(b) of this section do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering; and
(4) That,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing
provisions,
or otherwise, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Jerusalem,
the State of Israel, on this 8th day
of March 2005.
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GURUNET
Corporation. |
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(Registrant) |
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By: |
/s/ Steven
Steinberg
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Steven Steinberg |
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Chief Financial
Officer |
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(Principal Financial and Accounting
Officer) |
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below does
hereby constitute and appoint Steven Steinberg, his true and lawful
attorney-in-fact and agent to act for him in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file this registration
statement, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in their indicated capacities on March
8, 2005.
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Signature |
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Title |
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/S/ Robert
S. Rosenschein
Robert
S. Rosenschein |
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Chairman
of the Board, President and Chief Executive Officer (Principal Executive
Officer |
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/S/ Mark
A. Tebbe
Mark
A. Tebbe |
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Director |
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/S/ Edward
G. Sim
Edward
G. Sim |
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Director |
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/S/ Yehuda
Sternlicht
Yehuda
Sternlicht |
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Director |
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/S/ Jerry
Colonna
Jerry
Colonna |
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Director |
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/S/ Michael
Eisenberg
Michael
Eisenberg |
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Director |
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/S/ Mark
B. Segall
Mark
Segall |
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Director |
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INDEX TO
EXHIBITS
Exhibit
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Description
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3.1 |
Amended
and Restated Certificate of Incorporation of
GuruNet. (Previously filed as Exhibit 3.1 to the Registration Statement on
Form SB-2 (File No. 333-115424) filed May 12, 2004, and incorporated
herein by reference.) |
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3.2 |
Amended
and Restated Bylaws of GuruNet. (Previously filed as Exhibit 3.2 to the
Registration Statement on Form SB-2 (File No. 333-115424) filed May 12,
2004, and incorporated herein by reference.) |
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4.1 |
Specimen
Common Stock Certificate (Previously filed as Exhibit 4.1 to the
Registration Statement on Form SB-2 (File No. 333-115424) filed July 16,
2004, and incorporated herein by reference.) |
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4.2
(a) |
Form
of GuruNet Corporation 2004 Stock Option Agreement |
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4.2
(b) |
Form
of GuruNet Corporation 2004 Stock Option Agreement (copy executed by
registrant officers) |
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4.2
(c) |
GuruNet
Corporation 2004 Stock Plan (Previously filed as Exhibit 10.2 to the
Registration Statement on Form SB-2 (File No. 333-115424) filed May 12,
2004, and incorporated herein by reference.) |
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4.3
(a) |
Form
of Atomica Corporation 2003 Stock Option Agreement. |
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4.3(b) |
Form
of Atomica Corporation 2003 Stock Option Agreement (copy executed by
registrant officers) |
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4.3
(c) |
Atomica
Corporation 2003 Stock Plan (Previously filed as Exhibit 10.1 to the
Registration Statement on Form SB-2 (File No. 333-115424) filed May 12,
2004, and incorporated herein by reference.) |
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4.4
(a) |
Form
of 2000 Stock Option Agreement |
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4.4
(b) |
Atomica
Corporation 2000 Stock Plan |
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4.5
(a) |
Form
of 1999 Stock Option Agreement |
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4.5
(b) |
GuruNet
Corporation 1999 Stock Option Plan |
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4.6 |
Stock
Option Agreement dated as of July 22, 1999 between Guru International,
Inc. and Yossi Vardi |
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5.1 |
Opinion
of Greenberg Traurig, LLP. |
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23.1 |
Consent
of Greenberg Traurig, LLP (included in Exhibit 5.1). |
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23.2 |
Consent
of KPMG Somekh Chaikin, Independent Registered Public Accounting
Firm. |
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24.1 |
Power
of Attorney (included in the signature page to this registration
statement). |